ELIGIBILITY LETTER

QUALCOMM Incorporated

5775 Morehouse Drive

San Diego, CA 92121

May 21, 2018

To the beneficial owners, or duly authorized representatives acting on behalf of beneficial owners, of the

following senior notes of QUALCOMM Incorporated (“Qualcomm” or the “Company”): the Floating Rate Notes

due 2019; the Floating Rate Notes due 2020; the 1.850% Notes due 2019; and the 2.100% Notes due 2020

(collectively, the “Old Notes”).

***

Qualcomm is undertaking a transaction with respect to the Old Notes (the “Exchange Offers”) and is asking

beneficial owners, or duly authorized representatives acting on behalf of beneficial owners, of the Old Notes to

confirm that they are either (i) a “Qualified Institutional Buyer” as defined in Rule 144A under the U.S. Securities

Act of 1933, as amended (the “Securities Act”), or (ii) (A) not a “U.S. person” as defined in Rule 902 under the

Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other

professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a

discretionary account (other than an estate or trust) for the benefit or account of a “non-U.S. person”, (B) if located

or resident in any Member State of the European Economic Area, a person other than “retail investors” (for these

purposes, a retail investor means a person who is one (or more) of: (1) a retail client as defined in point (11) of

Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (2) a customer within the meaning of Directive

2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a

professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a qualified investor as defined in

Directive 2003/71/EC (as amended, the “Prospectus Directive”)); and (C) if located or resident in any province or

territory of Canada, is not an individual and is both an “accredited investor” as such term is defined in National

Instrument 45-106 (“NI 45-106”) of the Canadian Securities Administrators or section 73.3(1) of the Securities Act

(Ontario), and also a “permitted client” as defined in National Instrument 31-103 (“NI 31-103”) of the Canadian

Securities Administrators.

Each beneficial owner of Old Notes that satisfies the requirements of either (i) or (ii) is referred to herein as

a “Qualified Owner.” The definitions of “Qualified Institutional Buyer”, “U.S. person”, “qualified investor”, “retail

client”, “professional client”, “accredited investor” and “permitted client” are set forth in Annexes A, B, C and D

hereto, respectively.

If you are a Qualified Owner, or a representative acting on behalf of such a Qualified Owner, please

complete the enclosed Eligibility Letter and either submit it electronically or return it to Global Bondholder

Services Corporation at the address set forth in the Eligibility Letter. If you are not a Qualified Owner, you

may not participate in the Exchange Offers.

This letter is neither an offer with respect to the New Notes nor creates any obligations whatsoever on the

part of the Company to make any offer or on the part of the recipient to participate if an offer is made.

IN ORDER TO RECEIVE A COPY OF THE OFFERING DOCUMENTS, QUALIFIED OWNERS

OR THEIR REPRESENTATIVES MUST COMPLETE THE ELIGIBILITY LETTER ATTACHED

HERETO CERTIFYING THAT THEY ARE ELIGIBLE UNDER THE TERMS OF THE OFFER.

COMPLETED FORMS MUST BE SUBMITTED ELECTRONICALLY OR FAXED TO THE

ATTENTION OF GLOBAL BONDHOLDER SERVICES CORPORATION, THE INFORMATION AGENT FOR

THE OFFER. YOU MAY DIRECT ANY QUESTIONS TO GLOBAL BONDHOLDER SERVICES

CORPORATION, ATTN: CORPORATE ACTIONS, AT 65 BROADWAY, SUITE 404, NEW YORK, NEW

YORK, 10006, TELEPHONE NUMBERS: (866) 470-3900 (TOLL-FREE) OR (212) 925-1630 (COLLECT).

Very truly yours,

QUALCOMM Incorporated

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ANNEX A

“Qualified Institutional Buyer” means:

(1)(i) Any of the following entities, acting for its own account or the accounts of other qualified

institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities

of issuers that are not affiliated with the entity:

(A) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the

“Securities Act”);

Note: A purchase by an insurance company for one or more of its separate accounts, as defined by Section

2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”), which are neither

registered under Section 8 of the Investment Company Act nor required to be so registered, shall be

deemed to be a purchase for the account of such insurance company.

(B) Any investment company registered under the Investment Company Act or any business development

company as defined in Section 2(a)(48) of the Investment Company Act;

(C) Any Small Business Investment Company licensed by the U.S. Small Business Administration under

Section 301(c) or (d) of the Small Business Investment Act of 1958;

(D) Any plan established and maintained by a state, its political subdivisions, or any agency or

instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security

Act of 1974;

(F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans

of the types identified in subparagraph (i)(D) or (E) above, except trust funds that include as participants individual

retirement accounts or H.R. 10 plans;

(G) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act

of 1940, as amended (the “Investment Advisers Act”);

(H) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,

corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or

other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan

association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(I) Any investment adviser registered under the Investment Advisers Act;

(ii) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the

aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated

with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by

a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(iii) Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal

transaction on behalf of a qualified institutional buyer;

Note: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified

institutional buyer without itself having to be a qualified institutional buyer.

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(iv) Any investment company registered under the Investment Company Act, acting for its own account or

for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own

in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment

company or are part of such family of investment companies. “Family of investment companies” means any two or

more investment companies registered under the Investment Company Act, except for a unit investment trust whose

assets consist solely of shares of one or more registered investment companies, that have the same investment

adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this section:

(A) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be

deemed to be a separate investment company; and

(B) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or

depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or

depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);

(v) Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own

account or the accounts of other qualified institutional buyers; and

(vi) Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other

institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan

association or equivalent institution, acting for its own account or the accounts of other qualified institutional

buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers

that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest

annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the

case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a

foreign bank or savings and loan association or equivalent institution.

(2) In determining the aggregate amount of securities owned and invested on a discretionary basis by an

entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan

participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency,

interest rate and commodity swaps.

(3) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the

cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis

of their market value, and no current information with respect to the cost of those securities has been published. In

the latter event, the securities may be valued at market for purposes of this section.

(4) In determining the aggregate amount of securities owned by an entity and invested on a discretionary

basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements

prepared in accordance with generally accepted accounting principles may be included if the investments of such

subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under

Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity

itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another

enterprise.

(5) For purposes of this section, “riskless principal transaction” means a transaction in which a dealer buys

a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional

buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

(6) For purposes of this section, “effective conversion premium” means the amount, expressed as a

percentage of the security’s conversion value, by which the price at issuance of a convertible security exceeds its

conversion value.

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(7) For purposes of this section, “effective exercise premium” means the amount, expressed as a

percentage of the warrant’s exercise value, by which the sum of the price at issuance and the exercise price of a

warrant exceeds its exercise value.

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ANNEX B

(1) “U.S. person” means:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or

other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other

fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the

Securities Act of 1933, as amended (the “Securities Act”), unless it is organized or incorporated, and owned, by

accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are not natural persons,

estates or trusts.

(2) The following are not “U.S. persons”:

(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or

account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual)

resident in the United States;

(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment

discretion with respect to the assets of the estate; and

(B) The estate is governed by foreign law;

(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not

a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust

(and no settlor if the trust is revocable) is a U.S. person;

(iv) An employee benefit plan established and administered in accordance with the law of a country other

than the United States and customary practices and documentation of such country;

(v) Any agency or branch of a U.S. person located outside the United States if:

(A) The agency or branch operates for valid business reasons; and

(B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive

insurance or banking regulation, respectively, in the jurisdiction where located; and

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(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the

Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United

Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their

agencies, affiliates and pension plans.

For purposes of this Annex B, “United States” means the United States of America, its territories and possessions,

any State of the United States, and the District of Columbia.

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ANNEX C

“Qualified investors” means persons or entities that are described in points (1) to (4) of Section I of Annex

II to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial

instruments, and persons or entities who are, on request, treated as professional clients in accordance with Annex II

to Directive 2004/39/EC, or recognised as eligible counterparties in accordance with Article 24 of Directive

2004/39/EC unless they have requested that they be treated as non-professional clients. Investment firms and credit

institutions shall communicate their classification on request to the issuer without prejudice to the relevant

legislation on data protection. Investment firms authorised to continue considering existing professional clients as

such in accordance with Article 71(6) of Directive 2004/39/EC shall be authorised to treat those clients as qualified

investors under the Prospectus Directive;1

“Retail client” means a client who is not a professional client; and

“Professional client” means a client meeting the criteria laid down in Annex II to Directive 2014/65/EU of

the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending

Directive 2002/92/EC and Directive 2011/61/EU (“MiFID II”), as set forth below.

ANNEX II TO MiFID II

PROFESSIONAL CLIENTS FOR THE PURPOSE OF THIS DIRECTIVE

Professional client is a client who possesses the experience, knowledge and expertise to make its own

investment decisions and properly assess the risks that it incurs. In order to be considered a professional client, the

client must comply with the following criteria:

I. CATEGORIES OF CLIENTS WHO ARE CONSIDERED TO BE PROFESSIONALS

The following shall all be regarded as professionals in all investment services and activities and financial

instruments for the purposes of the Directive.

(1) Entities which are required to be authorised or regulated to operate in the financial markets. The list

below shall be understood as including all authorised entities carrying out the characteristic activities of the entities

mentioned: entities authorised by a Member State under a Directive, entities authorised or regulated by a Member

State without reference to a Directive, and entities authorised or regulated by a third country:

(a) Credit institutions;

(b) Investment firms;

(c) Other authorised or regulated financial institutions;

(d) Insurance companies;

(e) Collective investment schemes and management companies of such schemes;

(f) Pension funds and management companies of such funds;

(g) Commodity and commodity derivatives dealers;

1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in

financial instruments (“MiFID”) has now been superseded by MiFID II (as defined above) and references to MiFID

shall be construed as references to MiFID II.

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(h) Locals;

(i) Other institutional investors;

(2) Large undertakings meeting two of the following size requirements on a company basis:

balance sheet total: EUR 20 000 000

net turnover: EUR 40 000 000

own funds: EUR 2 000 000

(3) National and regional governments, including public bodies that manage public debt at national or

regional level, Central Banks, international and supranational institutions such as the World Bank, the IMF, the

ECB, the EIB and other similar international organisations.

(4) Other institutional investors whose main activity is to invest in financial instruments, including entities

dedicated to the securitisation of assets or other financing transactions.

The entities referred to above are considered to be professionals. They must however be allowed to request

non-professional treatment and investment firms may agree to provide a higher level of protection. Where the client

of an investment firm is an undertaking referred to above, the investment firm must inform it prior to any provision

of services that, on the basis of the information available to the investment firm, the client is deemed to be a

professional client, and will be treated as such unless the investment firm and the client agree otherwise. The

investment firm must also inform the customer that he can request a variation of the terms of the agreement in order

to secure a higher degree of protection.

It is the responsibility of the client, considered to be a professional client, to ask for a higher level of

protection when it deems it is unable to properly assess or manage the risks involved.

This higher level of protection will be provided when a client who is considered to be a professional enters

into a written agreement with the investment firm to the effect that it shall not be treated as a professional for the

purposes of the applicable conduct of business regime. Such agreement shall specify whether this applies to one or

more particular services or transactions, or to one or more types of product or transaction.

II. CLIENTS WHO MAY BE TREATED AS PROFESSIONALS ON REQUEST

II.1. Identification criteria

Clients other than those mentioned in section I, including public sector bodies, local public authorities,

municipalities and private individual investors, may also be allowed to waive some of the protections afforded by

the conduct of business rules.

Investment firms shall therefore be allowed to treat any of those clients as professionals provided the

relevant criteria and procedure mentioned below are fulfilled. Those clients shall not, however, be presumed to

possess market knowledge and experience comparable to that of the categories listed in Section I.

Any such waiver of the protection afforded by the standard conduct of business regime shall be considered

to be valid only if an adequate assessment of the expertise, experience and knowledge of the client, undertaken by

the investment firm, gives reasonable assurance, in light of the nature of the transactions or services envisaged, that

the client is capable of making investment decisions and understanding the risks involved.

The fitness test applied to managers and directors of entities licensed under Directives in the financial field

could be regarded as an example of the assessment of expertise and knowledge. In the case of small entities, the

person subject to that assessment shall be the person authorised to carry out transactions on behalf of the entity.

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In the course of that assessment, as a minimum, two of the following criteria shall be satisfied:

the client has carried out transactions, in significant size, on the relevant market at an average

frequency of 10 per quarter over the previous four quarters,

the size of the client’s financial instrument portfolio, defined as including cash deposits and financial

instruments exceeds EUR 500 000,

the client works or has worked in the financial sector for at least one year in a professional position,

which requires knowledge of the transactions or services envisaged.

Member States may adopt specific criteria for the assessment of the expertise and knowledge of

municipalities and local public authorities requesting to be treated as professional clients. Those criteria can be

alternative or additional to those listed in the fifth paragraph.

II.2. Procedure

Those clients may waive the benefit of the detailed rules of conduct only where the following procedure is

followed:

they must state in writing to the investment firm that they wish to be treated as a professional client,

either generally or in respect of a particular investment service or transaction, or type of transaction or

product,

the investment firm must give them a clear written warning of the protections and investor

compensation rights they may lose,

they must state in writing, in a separate document from the contract, that they are aware of the

consequences of losing such protections.

Before deciding to accept any request for waiver, investment firms must be required to take all reasonable

steps to ensure that the client requesting to be treated as a professional client meets the relevant requirements stated

in Section II.1.

However, if clients have already been categorised as professionals under parameters and procedures similar

to those referred to above, it is not intended that their relationships with investment firms shall be affected by any

new rules adopted pursuant to this Annex.

Firms must implement appropriate written internal policies and procedures to categorise clients.

Professional clients are responsible for keeping the investment firm informed about any change, which could affect

their current categorisation. Should the investment firm become aware however that the client no longer fulfils the

initial conditions, which made him eligible for a professional treatment, the investment firm shall take appropriate

action.

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ANNEX D

Under Section 1.1 of NI 45-106, “accredited investor” means:

(a) a Canadian financial institution, or a Schedule III bank,

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of

Canada Act (Canada),

(c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting

securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or

dealer,

(e) an individual registered under the securities legislation of a jurisdiction of Canada as a

representative of a person referred to in paragraph (d),

(e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other

than an individual formerly registered solely as a representative of a limited market dealer under one or both of the

Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

(f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or

wholly owned entity of the Government of Canada or a jurisdiction of Canada,

(g) a municipality, public board or commission in Canada and a metropolitan community, school

board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in

Québec,

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign

jurisdiction, or any agency of that government,

(i) a pension fund that is regulated by the Office of the Superintendent of Financial Institutions

(Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

(j) an individual who, either alone or with a spouse, beneficially owns financial assets having an

aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CAD$1,000,000,

(j.1) an individual who beneficially owns financial assets having an aggregate realizable value that,

before taxes but net of any related liabilities, exceeds CAD$5,000,000,

(k) an individual whose net income before taxes exceeded CAD$200,000 in each of the 2 most recent

calendar years or whose net income before taxes combined with that of a spouse exceeded CAD$300,000 in each of

the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the

current calendar year,

(l) an individual who, either alone or with a spouse, has net assets of at least CAD$5,000,000,

(m) a person, other than an individual or investment fund, that has net assets of at least

CAD$5,000,000 as shown on its most recently prepared financial statements,

(n) an investment fund that distributes or has distributed its securities only to

(i) a person that is or was an accredited investor at the time of the distribution,

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(ii) a person that acquires or acquired securities in the circumstances referred to in sections

2.10 [Minimum amount investment], or 2.19 [Additional investment in investment

funds], or

(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under

section 2.18 [Investment fund reinvestment],

(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction

of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

(p) a trust company or trust corporation registered or authorized to carry on business under the Trust

and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign

jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the

case may be,

(q) a person acting on behalf of a fully managed account managed by that person, if that person is

registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a

jurisdiction of Canada or a foreign jurisdiction,

(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained

advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the

registered charity to give advice on the securities being traded,

(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in

paragraphs (a) to (d) or paragraph (i) in form and function,

(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the

voting securities required by law to be owned by directors, are persons that are accredited investors,

(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt

from registration as an adviser,

(v) a person that is recognized or designated by the securities regulatory authority or, except in

Ontario and Québec, the regulator as an accredited investor, and

(w) a trust established by an accredited investor for the benefit of the accredited investor’s family

members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited

investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or

grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former

spouse.

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Under Section 73.3 of the Securities Act (Ontario), “accredited investor” means:

(a) a financial institution described in paragraph 1, 2 or 3 of subsection 73.1 (1),

(b) the Business Development Bank of Canada,

(c) a subsidiary of any person or company referred to in clause (a) or (b), if the person or company

owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by

directors of that subsidiary,

(d) a person or company registered under the securities legislation of a province or territory of Canada

as an adviser or dealer, except as otherwise prescribed by the regulations,

(e) the Government of Canada, the government of a province or territory of Canada, or any Crown

corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or

territory of Canada,

(f) a municipality, public board or commission in Canada and a metropolitan community, school

board, the Comité de gestion de la taxe scolaire de Île de Montréal or an intermunicipal management board in

Quebec,

(g) any national, federal, state, provincial, territorial or municipal government of or in any foreign

jurisdiction, or any agency of that government,

(h) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions

(Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,

(i) a person or company that is recognized or designated by the Commission as an accredited

investor, and

(j) such other persons or companies as may be prescribed by the regulations.

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Under 31-103, “permitted client” means any of:

(a) a Canadian financial institution or a Schedule III bank;

(b) the Business Development Bank of Canada incorporated under the Business Development Bank of

Canada Act (Canada);

(c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company

owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by

directors of the subsidiary;

(d) a person or company registered under the securities legislation of a jurisdiction of Canada as an

adviser, investment dealer, mutual fund dealer or exempt market dealer;

(e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial

Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned

subsidiary of such a pension fund;

(f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in

paragraphs (a) to (e);

(g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or

wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

(h) any national, federal, state, provincial, territorial or municipal government of or in any foreign

jurisdiction, or any agency of that government;

(i) a municipality, public board or commission in Canada and a metropolitan community, school

board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in

Québec;

(j) a trust company or trust corporation registered or authorized to carry on business under the Trust

and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign

jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case

may be;

(k) a person or company acting on behalf of a managed account managed by the person or company,

if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the

securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

(l) an investment fund if one or both of the following apply:

(i) the fund is managed by a person or company registered as an investment fund manager

under the securities legislation of a jurisdiction of Canada;

(ii) the fund is advised by a person or company authorized to act as an adviser under the

securities legislation of a jurisdiction of Canada;

(m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice

on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106

Prospectus Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered

charity;

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(n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by

an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or an adviser

registered under the securities legislation of the jurisdiction of the registered charity;

(o) an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106,

having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5 million;

(p) a person or company that is entirely owned by an individual or individuals referred to in paragraph

(o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of

which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan

Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

(q) a person or company, other than an individual or an investment fund, that has net assets of at least

CAD$25 million as shown on its most recently prepared financial statements;

(r) a person or company that distributes securities of its own issue in Canada only to persons or

companies referred to in paragraphs (a) to (q);

Where:

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means:

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central

cooperative credit society for which an order has been made under section 473(1) of that Act; or

(b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch,

credit union, caisse populaire, financial services cooperative, or league that, in each case, is

authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada

or a jurisdiction of Canada;

“director” means (a) a member of the board of directors of a company or an individual who performs

similar functions for a company, and (b) with respect to a person that is not a company, an individual who

performs functions similar to those of a director of a company;

“eligibility adviser” means:

(a) a person that is registered as an investment dealer and authorized to give advice with respect to the

type of security being distributed; and

(b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing

with a law society of a jurisdiction of Canada or a public accountant who is a member in good

standing of an institute or association of chartered accountants, certified general accountants or

certified management accountants in a jurisdiction of Canada provided that the lawyer or public

accountant must not:

(i) have a professional, business or personal relationship with the issuer, or any of its

directors, executive officers, founders, or control persons; and

(ii) have acted for or been retained personally or otherwise as an employee, executive officer,

director, associate or partner of a person that has acted for or been retained by the issuer

or any of its directors, executive officers, founders or control persons within the previous

12 months;

D-6

“financial assets” means:

(a) cash;

(b) securities; or

(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes

of securities legislation;

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than

Canada;

“fully managed account” means an account of a client for which a person makes the investment decisions

if that person has full discretion to trade in securities for the account without requiring the client’s express

consent to a transaction;

“investment fund” has the same meaning as in National Instrument 81-106 – Investment Fund Continuous

Disclosure;

“jurisdiction” means a province or territory of Canada except when used in the term “foreign jurisdiction”;

“local jurisdiction” means, in a national instrument adopted or made by a Canadian Securities regulatory

authority, the jurisdiction in which the Canadian securities regulatory is situated;

“person” includes (a) an individual, (b) a corporation, (c) a partnership, trust, fund and an association,

syndicate, organization or other organized group of persons, whether incorporated or not, and (d) an

individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other

legal representative;

“regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument

14-101 – Definitions;

“related liabilities” means:

(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of

financial assets; or

(b) liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“securities legislation” means, for the local jurisdiction, the statute and other instruments listed in

Appendix B of National Instrument 14-101 – Definitions;

“securities regulatory authority” means, for the local jurisdiction, the securities commission or similar

regulatory authority listed in Appendix C of National Instrument 14-101 – Definitions;

“spouse” means, an individual who:

(a) is married to another individual and is not living separate and apart within the meaning of the

Divorce Act (Canada), from the other individual;

(b) is living with another individual in a marriage-like relationship, including a marriage-like

relationship between individuals of the same gender; or

D-7

(c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner

within the meaning of the Adult Interdependent Relationships Act (Alberta);

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a

subsidiary of that subsidiary; and

“voting security” means a security of an issuer that is not a debt security carrying a voting right either

under all circumstances or under some circumstances that have occurred and are continuing.

An issuer is considered to be affiliated with another issuer if:

(a) one of them is the subsidiary of the other; or

(b) each of them is controlled by the same person.

A person is considered to beneficially own securities that:

(a) for the purposes of Saskatchewan, British Columbia, Nova Scotia, Newfoundland and Labrador,

and Prince Edward Island securities law, are beneficially owned by:

(i) an entity controlled by that person; or

(ii) an affiliate of that person or an affiliate of an entity controlled by that person.

(b) for the purposes of Alberta securities law, are beneficially owned by:

(i) a company controlled by that person or an affiliate of that company;

(ii) an affiliate of that person; or

(iii) through a trustee, legal representative, agent or other intermediary of that person.

(c) for the purposes of Ontario, Manitoba and New Brunswick securities law, are beneficially owned

by

(i) an entity controlled by the person or by an affiliate of such entity; or

(ii) an affiliate of that person;

A person (first person) is considered to control another person (second person) if:

(a) the first person, directly or indirectly, beneficially owns or exercises control or direction over

securities of the second person carrying votes which, if exercised, would entitle the first person to

elect a majority of the directors of the second person, unless that first person holds the voting

securities only to secure an obligation;

(b) the second person is a partnership, other than a limited partnership, and the first person holds more

than 50% of the interests of the partnership; or

(c) the second person is a limited partnership and the general partner of the limited partnership is the

first person.

Eligibility Letter

The Floating Rate Notes due 2019 of QUALCOMM Incorporated (“Qualcomm” or the “Company”);

the Floating Rate Notes due 2020 of the Company; the 1.850% Notes due 2019 of the Company; and

the 2.100% Notes due 2020 of the Company (collectively, the “Old Notes”)

To: QUALCOMM Incorporated

c/o Global Bondholder Services Corporation

65 Broadway, Suite 404

New York, New York 10006

Email: info@gbsc-usa.com

Facsimile Nos.: (212) 624-0294

To confirm: (866) 470-3900 (toll-free) or (212) 925-1630 (collect)

Attention: Corporate Actions

Ladies and Gentlemen:

The undersigned acknowledges receipt of your letter dated May 21, 2018. Defined terms used and not

defined herein shall have the meanings set forth in your letter. The undersigned hereby represents and warrants to

the Company as follows:

(1) it is a beneficial owner of one or more series of Old Notes; or is a duly authorized representative

active on behalf of a beneficial owner of one or more series of Old Notes; and

(2) it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Old Notes,

such beneficial owner has confirmed in writing to the undersigned that it is (as indicated with a checkmark):

a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; or

not a “U.S. person” as defined in Rule 902 under the Securities Act, and such beneficial owner’s

country of residence or organization, as applicable, is:

if the undersigned, or the beneficial owner on behalf of which the undersigned is acting, is

located or resident in any Member State of the European Economic Area, that it is a person

other than “retail investors” (for these purposes, a retail investor means a person who is one

(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive

2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive

2002/92/EC where that customer would not qualify as a professional client as defined in

point (10) of Article 4(1) of MIFID II; or (iii) not a qualified investor as defined in

Directive 2003/71/EC);

if the undersigned, or the beneficial owner on behalf of which the undersigned is acting, is

located or resident in any province or territory of Canada, it is not an individual and is an

“accredited investor” as such term is defined in NI 45-106 or section 73.3(1) of the

Securities Act (Ontario), and is also a “permitted client” as such term is defined in NI 31-

103.

The undersigned understands that this letter neither is an offer to purchase or exchange any securities nor

creates any obligations whatsoever on the part of the Company or the undersigned. The “Clearing System

Participant Number” referenced below is the participant number within DTC, Euroclear or Clearstream Luxembourg

where your Old Notes are held.

The undersigned agrees that it (1) will not copy or reproduce any part of any materials (except as permitted

therein) received in connection with any transaction the Company may undertake, (2) will not distribute or disclose

any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable,

the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) will notify the Company if

any of the representations it makes in this letter cease to be correct.

By: Institution:

(Signature of Custodian)

By:

(Signature of Beneficial Owner)2

Name: Address:

Title:

Dated:

(City/State/Postal Code)

Telephone:

(including country code) (Country)

E-Mail:

Series of Notes CUSIP/ISIN No.

Clearing System

Participant Number Principal Amount Held

Floating Rate Notes due 2019 747525AN3;

US747525AN39

Floating Rate Notes due 2020 747525AQ6;

US747525AQ69

1.850% Notes due 2019 747525AM5;

US747525AM55

2.100% Notes due 2020 747525AP8;

US747525AP86

2 To be signed by beneficial owner if beneficial owner is delivering this Eligibility Letter to the Information

Agent.